<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1999.
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
COST PLUS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-1067973
- ------------------------------- ------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
200 4th Street
Oakland, California 94607
(Address of principal executive offices)
________________
1995 STOCK OPTION PLAN
(Full title of the Plan)
_________________
JOHN F. HOFFNER
Chief Financial Officer, Executive Vice President,
Administration and Secretary
COST PLUS, INC.
200 4th Street
Oakland, California 94607
(510) 893-7300
(Name, address and telephone number of agent for service)
_________________
Copies to:
HENRY P. MASSEY, JR.,ESQ.
STEVEN L. BERSON,ESQ.
MICHAEL S. RUSSELL,ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
<TABLE>
<CAPTION>
===================================================================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ----------- ---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value, to be
issued under 1995
Stock Option Plan......... 400,000 shares (1)(2) $45.0625 (3) $18,025,000 $5,010.95
===================================================================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this registration statement (the "Registration
Statement") is the number of additional shares authorized to be issued under the
1995 Stock Option Plan.
(2) The prospectus to be used by Cost Plus, Inc. (the "Registrant") in
connection with the securities registered hereunder shall be a combined
prospectus as contemplated by Rule 429(a) under the Securities Act of 1933, as
amended (the "Securities Act"). Pursuant to Rule 429(b) under the Securities
Act, 2,512,004 shares of the Registrant's Common Stock (adjusted pursuant to
Rule 416(a) of the Securities Act to reflect the Registrant's 3-for-2 split of
its Common Stock that took effect March 1, 1999) that have been registered
previously and are reserved for issuance under the 1995 Stock Option Plan will
be covered by the combined prospectus, for which an aggregate filing fee of
$10,062.68 has previously been paid. The Registration Statements on Form S-8
that have been previously filed to cover shares reserved for issuance under the
1995 Stock Option Plan are as follows:
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<CAPTION>
Registration Statement Number of Shares Registration Fee
File No. Registered (a) Paid
-------------------------- -------------------- ----------------------
<S> <C> <C>
333-3456 1,162,004 (b) $ 2,371.00 (b)
333-27739 375,000 $1,666.67
333-56975 600,000 $3,757.57
333-67441 375,000 $2,267.44
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</TABLE>
(a) Adjusted to reflect 3-for-2 stock split.
(b) Reflects number of shares registered and filing fee paid in
connection with the 1995 Stock Option Plan. The registration statement
also covered shares registered in connection with the Registrant's Third
Amended and Restated 1988 Stock Option Plan, 1994 Stock Option Plan,
1996 Director Option Plan and 1996 Employee Stock Purchase Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the total registration fee. Computation
based upon the average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on July 20, 1999 because the price
at which the options to be granted in the future may be exercised is not
currently determinable.
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INFORMATION INCORPORATED BY REFERENCE
-------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Annual Report on Form 10-K, file no. 000-14970,
filed on April 27, 1999, which contains audited financial statements for
the Registrant's fiscal year ended January 30, 1999, the latest fiscal
year for which such statements have been filed.
Item 3(b)
The Registrant's Quarterly Report on Form 10-Q, file no. 000-14970,
filed June 14, 1999, which contains unaudited financial statements for
the Registrant's quarter ended May 1, 1999.
Item 3(c)
Items 1 and 2 of the Registrant's registration statement on Form 8-
A filed on March 1, 1996, as amended by Amendment No. 1 to Form 8-A
filed on March 27, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4 DESCRIPTION OF SECURITIES
-------------------------
Not Applicable.
Item 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not Applicable
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 317 of the California Corporations Code makes provisions for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act. The Registrant has entered into indemnification agreements to
such effect with its officers and directors.
Article FIFTH of Registrant's Restated Articles of Incorporation and
Article XIV, Section 14.9 of the By-laws of Registrant provide that the
Registrant shall indemnify certain agents of the Registrant to the maximum
extent permitted by the California Corporations Code. Persons covered by this
indemnification provision include current and former directors, officers,
employees and other agents of the Registrant as well as
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persons who serve at the request of the Registrant as directors, officers,
employees or agents of another enterprise.
The Registrant has the power, to the extent and in the manner permitted
by Section 317 of the California Corporations Code, to indemnify each of its
employees and agents (other than directors and officers) against expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an agent of the Company. For this purpose, an "employee"
or "agent" of the Registrant includes any person (i) who is or was an employee
or agent of Registrant, (ii) who is or was serving at the request of Registrant
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of Registrant or of another
enterprise at the request of such predecessor corporation.
The Registrant has entered into separate indemnification agreements with
its directors and officers, which may require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from willful misconduct of a culpable nature), and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
Item 8 EXHIBITS
--------
Exhibit Document
Number
5.1 Opinion of Counsel as to Legality of Securities Being Registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-5).
Item 9 UNDERTAKINGS
------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cost Plus, Inc., a corporation organized and existing under the laws of the
State of California, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakland, State of California, on July 23, 1999.
COST PLUS, INC.
By: /s/ John F. Hoffner
---------------------------------------------------
John F. Hoffner, Chief Financial Officer, Executive
Vice President, Administration and Secretary
II-4
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Murray H. Dashe and John F. Hoffner, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his or her substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Murray H. Dashe Chairman , President, Chief Executive July 23, 1999
- -------------------------- Officer and Director
(Murray H. Dashe)
/s/ John F. Hoffner Chief Financial Officer, Executive Vice July 23, 1999
- -------------------------- President, Administration and Secretary
(John F. Hoffner)
/s/ Charmaine D. Casella Vice President/Controller July 23, 1999
- --------------------------
(Charmaine D. Casella)
/s/ Joseph H. Coulombe Director July 23, 1999
- --------------------------
(Joseph H. Coulombe)
/s/ Danny W. Gurr Director July 23, 1999
- --------------------------
(Danny W. Gurr)
/s/ Olivier Trouveroy Director July 23, 1999
- --------------------------
(Olivier Trouveroy)
/s/ Thomas D. Willardson Director July 23, 1999
- --------------------------
(Thomas D. Willardson)
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
July 23, 1999
Cost Plus, Inc.
200 4th Street
Oakland, CA 94607
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the registration statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about July 23, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an additional 400,000 shares of Common
Stock (the "Shares") reserved for issuance under the 1995 Stock Option Plan, as
amended (the "Plan"). As legal counsel for Cost Plus, Inc., we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred to in the
Plan and pursuant to the respective agreement which accompanies each grant under
the Plan, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
[DELOITTE & TOUCHE LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cost Plus, Inc. on Form S-8 of our report dated March 15, 1999 appearing in the
Annual Report on Form 10-K of Cost Plus, Inc. for the fiscal year ended January
30, 1999.
/s/ Deloitte & Touche LLP
San Francisco, California
July 23, 1999
